[SKYEPHARMA LETTERHEAD]
Vital Living, Inc.
0000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Xxxxxx Xxxxxx
4 December 2003
We refer to the letter, dated as of 20 August 2003, as amended on 19 November
2003 (the "Commitment Letter"), from SkyePharma PLC to you ("Vital Living"),
executed in connection with the Agreement and Plan of Merger (the "Merger
Agreement"), by and among Vital Living, VLEN Acquisition Corp., Inc. and
e-nutriceuticals, Inc., dated as of 20 August 2003. For good and valuable
consideration we hereby agree to extend our obligations under the Commitment
Letter as follows.
Subject to the receipt of final and satisfactory documentation, acceptable to us
in our reasonable discretion, establishing the consummation of a financing
raising at least $3,000,000 of gross proceeds in a private offering of equity or
notes convertible into equity (having terms substantially the same as the term
sheet attached as Annex A hereto) of Vital Living on or before 15 December 2003
("Private Offering"), we agree to invest $1,000,000 on the same terms as the
investors in such financing, provided that if such private investors are offered
differing terms, the investment will be made on terms no less favorable than the
most favorable terms provided to such investors. Such investment and terms shall
be subject to SkyePharma's satisfaction in our sole discretion with the
structuring of the investment to avoid potential Section 16 liability. The
undersigned acknowledges and agrees that included in the $3,000,000 of gross
proceeds raised is the approximately $1,500,000 of "Bridge Notes" referred to in
Annex A which will convert into the Private Offering, provided that such Bridge
Notes are established to SkyePharma's satisfaction to have been entered into in
connection with a bridge financing which occurred after 15 October 2003.
SKYEPHARMA PLC
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Finance Director
